NUITEQ Stage Terms of Service
Version Date: August 1, 2021
Welcome to NUITEQ Natural User Interface Technologies AB ("NUITEQ") runs the website and Education and Non-Education online services. The following terms and conditions govern the access to and use of NUITEQ’s Education and Non-Education services (collectively, the “Service”).
If there are any questions or if there are suspicions that someone violates these terms and conditions, please contact firstname.lastname@example.org.
- Natural User Interface Technologies AB
- Corporate registration number 556731-1344
- Laboratorgränd 11
- 931 77 Skellefteå
- E-mail: email@example.com
1. The Agreement
This NUITEQ Terms of Service (the “Agreement”) is entered into by and between NUITEQ and the School, District, or Company administrator (the “Customer”) which includes the Teachers, Students, Administrators, or Business Professional that use (the “User” or “Users”) NUITEQ Stage.
It is acknowledged that the User who accepts this Agreement may have no financial obligations directly towards NUITEQ. The Customer and User warrants and represents that she or he has the authority and parental or guardian consent if necessary to enter into this Agreement, and confirms the User’s willingness to be legally bound by this Agreement’s terms of service.
It is also acknowledged that in the event of a breach of this Agreement, NUITEQ reserves the right to contact the Distributor whom it has a contract with to notify the Customer of the breach. NUITEQ reserves the right to suspend or terminate a User account to maintain the integrity of the Stage service in accordance with Section 11.
2. The Service
NUITEQ offers Non-Education services including but not limited to promoting collaboration by connecting people through voice, video, screen-sharing capabilities, and shared workspaces such as online virtual whiteboards (the “Non-Education Service”), as amended from time to time at the discretion of NUITEQ. The Non-Education Service is subscribed to by creating an account prior to August 1, 2021. The Non-Education Service is accessed online via a web browser connected to the internet.
NUITEQ offers Education services (the “Education Service”) for promoting learning with the Non-Education Service features and including but not limited to shared NUITEQ Snowflake (“Snowflake”) User Lesson Activities (“Lesson Activities”), allow voice, video and screen-sharing with Microsoft Teams, connect learners and educators through visual and auditory content, providing active learning through open ended and graded responses, providing real-time personalized automated feedback, and finding curriculum standards aligned content, and providing training and workshops (the “Education Service”). The Education Service is subscribed to by creating an account and enrolling onto a License agreement on or after August 1, 2021. The Education Service is accessed online via a web browser connected to the internet.
NUITEQ is dedicated to providing the best service possible. Normal business hours are Monday to Friday 9:00 am – 4:00 pm CEST, excluding holidays and days when bank offices (not virtual bank offices) are closed (the “Business Hours”).
Any individual that the Customer permits or invites to use the Stage Service is considered a user (“User” or “Users”). Users can either have access to their own account where workspaces can be created (“Host” or “Hosts”) or someone who accesses a Host’s workspace (“Participant” or “Participants”). Each User is only permitted to own 1 account and must keep its login credentials confidential and not share them with anyone else. The Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts. The Customer will promptly notify NUITEQ if it becomes aware of any compromise of its Users’ login credentials.
Students and Minors may only use NUITEQ Stage as Participants and are forbidden to use NUITEQ Stage as Hosts. This means that all Stage boards are created and managed by adults such as but not limited to Teachers, or Business Professionals.
3.2 Permitted Use
The Non-Education Service is created for professionals and their business needs. Non-Education Users may access and use the Service
- only for their internal Business or University use.
The Education Service is created for learners, educators, administrators, and businesses. Education Users may access and use the service if all of the following apply
- The User is above the age required for parental or guardian consent to agree to these Terms of Service or the User is a minor and the required parental and guardian consent needed to agree to these Terms of Service on behalf of the user has been granted;
- NUITEQ Stage is used only for internal educational or business purposes.
3.4 Reasonable Use
NUITEQ anticipates that Users will use the Service in a reasonable manner given the Permitted Use. NUITEQ may determine that abnormal, unreasonable or impermissible usage is occurring based on industry standards and patterns of usage of the Service. Examples include but are not limited to
- presenting in trainings, teachings, and workshops;
- collaborating with individuals or small groups;
- brainstorming ideas with sticky notes;
- creating joint artefacts such as moodboards and collages;
- asking questions and writing answers or doing a Lesson Activity;
- watching videos or other media;
- chatting with others with voice, text, images, and videos.
3.5 Restricted Use
The User and Customer will not themselves, and will not permit anyone else to
- abuse the frequency of using the Stage calling functionality;
- abuse the length of Stage calls;
- cause a denial of the Stage service with excessive Stage downloads or content uploads;
- create programs to automatically download Stage content or Lesson Activities;
- post offensive or abusive content;
- attempt to evade enforcement of Reasonable Use;
- use the Service to develop a similar or competing product or service;
- scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Service;
- modify or create derivative works of the Service or copy any element of the Service (other than content authorized by the owner);
- remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service;
- interfere with the Service’s operation or circumvent its access restrictions;
- transmit any viruses or other harmful materials to the Service;
- engage in any fraudulent, misleading, illegal or unethical activities when using the Service, including but not limited to entering the Service without invitation;
- use the Service to store or transmit material which contains offensive, violent, pornographic, adult, obscene, illegal, defamatory, discriminatory, derogatory, inappropriate or racially or morally offensive topics or content;
4. Customer’s Responsibility
The Customer will be solely responsible and liable for any activity that occurs under its and its Users accounts. NUITEQ does not represent or imply that it endorses the material published by Users.
4.1 Login credentials
The Customer account is identified by an email address and protected by a password. Customer agrees to, and warrants and represents to, provide the Distributor or Reseller with complete and accurate information to create the account. Customer is responsible for keeping its and its Users’ login credentials safe and secure.
4.2 Users’ activity
NUITEQ has no liability for
- all activities that occur under the Customer’s account;
- the content that is shared or published;
- any action taken in connection with the content published;
- any Customer or User activities taken during a Stage call.
Customer must immediately notify NUITEQ without any undue delay of any unauthorized uses of Customer content, Customer account, or any other breaches of security.
During the Stage Education Service Subscription Term (the “Term”), NUITEQ will provide Support in accordance with the Support Policy unless otherwise specified in writing to NUITEQ.
6. Customer Data
The Stage Service collects data from Customers and it’s Users to provide the Service and Support the Customer under this Agreement.
6.1 Personal Data
6.2 Use of Customer Data
“Customer Data” is defined as any data, content or materials that the Customer and Users create within or submit to the Service. The Customer and User grants NUITEQ the perpetual, non-exclusive, royalty free, worldwide right to use, copy, store, transmit, modify and create derivative works of Customer Data, but only as necessary to provide the Service and Support to the Customer under this Agreement.
6.3 Customer Data when changing Subscription Term
Any Customer Data will not be deleted, but can be made accessible or non-accessible by NUITEQ or the Distributor, when the Customer’s account is changed from one Subscription Term to another Subscription Term. To maintain integrity of the service, NUITEQ reserves the right to notify the Distributor of any upcoming Customer Subscription Term expiry.
6.4 Change, Transfer, or Delete Customer Data
6.5 Customer Data Retention
NUITEQ can terminate an account and delete its associated Customer Data if the Agreement is violated or if the account is deemed as inactive. An account is deemed as inactive if the following conditions are met in the order listed below:
- The Education Service account is enrolled onto a non-paid Subscription Term;
- The Service account has not been logged onto during the last 3 consecutive months;
- The Customer and User has been notified via NUITEQ or the Distributor to the email address or phone number provided when creating the account at least 9 months prior to the deletion of Customer Data.
6.7 International Transfer of Personal Information
The NUITEQ Stage Education Service can open publicly shared Lesson Activities from the NUITEQ Snowflake Community (located on Amazon Web Services (AWS) US West Server. In this case a copy of the Lesson Activity is made and transferred to the linked NUITEQ Snowflake User Account located on Amazon Web Services (AWS) Stockholm Server. The publicly shared lesson is then accessible to anyone that opens the Stage board even if they do not have a NUITEQ Snowflake or NUITEQ Stage Host account. NUITEQ Snowflake Lessons shared with the NUITEQ Snowflake Community follow the NUITEQ Transfer Impact Assessment https://nuiteq.com/snowflake-tia.
7.1 Security Measures
NUITEQ uses commercially reasonable organizational and technical measures designed to
monitor and protect the Service and prevent unauthorized access, use, alteration or disclosure of Customer Data as described in usage guidelines, technical documentation and service description for the Service (the “Documentation”, the current version of which is here https://docs.nuiteq.com/nuiteq-stage/0/0/nuiteq-stage/).
7.2. How We Safeguard Children's Privacy
We currently do not knowingly collect or use Personal Information from children under the age of 13, and we will not do so in the future without first obtaining verifiable consent from a parent or legal guardian. Should a child whom we know to be under the age of 13 send Personal Information to us, we will only use that information to respond directly to that child, seek parental consent or provide parental notice. Parent or guardian consent for necessary cookies is required to create NUITEQ Snowflake student accounts.
We limit personal information sharing for NUITEQ Stage Participants. For example, Stage Hosts can set the Stage board to presentation mode to restrict edits. Only a single name field is allowed for Participants, we don’t ask for Stage Participant email addresses. It is the responsibility of the Stage Host to obtain Parental Permission to agree to these Terms on behalf of all Stage Participants.
Stage Participants can choose to turn their microphones and cameras off during a Stage call, we also allow the Host to put incoming participants into a waiting room so only authorized names may join the meeting. Single sign on with trusted authentication providers such as Microsoft is supported, Microsoft provides additional classroom privacy and security measures.
8. Suspension of Service
NUITEQ may take appropriate steps, including suspension or termination of the Service, if any of the following are true
- the terms and conditions in this Agreement are violated;
- the Customer or User’s actions risk harm to other Customers or Users;
- the Customer or User risk the security, availability or integrity of the Service.
Where practicable, NUITEQ will use reasonable efforts to contact the Distributor to provide the Customer with prior notice of the suspension.
9. Education Service Subscription
Your order (the “Order”) means any ordering document provided by the Distributor for Licenses of NUITEQ Stage Education Service and represents a request to enter into an agreement to use the Stage Service. An order agreement has been reached when the Customer receives confirmation to order the Service, the Customer receives a card or print out of the license key, or the Customer receives a Stage confirmation email or Stage license key email.
9.1 Subscription Term
Unless otherwise specified in the applicable Order, the Subscription will become Inactive after the NUITEQ Stage Subscription Term (the “Term”), unless the Customer gives the Distributor notice of renewal at least 30 days before the current Subscription Term ends. Upon notice of renewal, the Customer will be charged for the next billing term.
The Service is provided “as is”. NUITEQ and our suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither NUITEQ nor our suppliers and licensors, make any warranty that the Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet the Customer’s requirements or operate in combination with third-party services used by the Customer. NUITEQ is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside NUITEQ’s control.
11. Term and Termination
This Agreement starts on the Effective Date and continues until expiration or termination of all of Customer’s active Subscription Terms.
11.2 Termination for Cause
NUITEQ or the Distributor may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Delay in payment more than sixty days after the due date shall be considered a material breach of this Agreement.
Further to this, NUITEQ shall have the right to terminate this Agreement with immediate effect if Customer, in NUITEQ or the Distributor’s opinion, breaches any of its obligations.
11.3 Termination for Convenience
Customer may terminate this Agreement without cause with two (2) months prior written notice.
NUITEQ or the Distributor may terminate this Agreement without cause with three (3) months prior written notice. NUITEQ may terminate this Agreement without cause immediately if NUITEQ or the Distributor decides to discontinue the Service.
11.4 Effect of Termination
When the termination or expiration of this Agreement is effective, the Customer and managed Users shall immediately cease use of the Service. NUITEQ shall immediately destroy all Customer data, unless retention is mandated by applicable law.
Sections 10.3, 12, 13 and 14 of this Agreement shall survive termination of the Agreement.
12. Intellectual Property
Nothing in this Agreement, or otherwise between the Parties, shall be construed as transferring or assigning any ownership or title to any intellectual property rights, including but not limited to copyright, patent, design, trademark or know-how. All NUITEQ trademarks, service marks, graphics and logos used in connection with its Services, are trademarks or registered trademarks of NUITEQ or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. The Customer and User’s use of the Stage Service grants no right or license to reproduce or otherwise use any of NUITEQ or third-party trademarks.
13.1. Limitations of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE RESULT OF THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, the limitation set out above shall not apply in respect of violation of Section 13.3 (Confidentiality), death or personal injury, damage to real property, infringement of intellectual property, indemnification obligations, breach of export and import obligations, or in the case of wilful misconduct or gross negligence.
Customer shall indemnify and hold NUITEQ and NUITEQ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Customer’s use of the Service directly infringes a copyright, a patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim, which if true, would constitute a violation by Customer of its representations or warranties; provided that NUITEQ (a) promptly give written notice of the claim to Customer; (b) give Customer sole control of the defence and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases NUITEQ of all liability); (c) provide to Customer all available information and assistance; and (d) have not compromised or settled such claim. Customer shall have no indemnification obligation, and NUITEQ shall indemnify Customer pursuant to this Agreement, for claims arising from any infringement arising from the NUITEQ provisioning of the Service.
The Parties recognize that they may have access to confidential proprietary information and/or trade secrets of the other Party. Accordingly, the Parties agree that (i) the provisions of this Agreement, (ii) any information whatsoever with respect to the Products and Services, (iii) the course of dealing between NUITEQ and Customer hereunder, and (iv) all other non-public information relating to the foregoing, including, but not limited to, Customer’s information submitted through the Service (collectively, the “Confidential Information”) shall be treated by
the Parties on a confidential basis and shall not be reproduced, reduced to writing or disclosed to any employees of the Parties (except on a need to know basis and then only if the employee is subject to an obligation of confidentiality) or any other person or entity without the prior written consent of the disclosing party. The prohibitions contained in this Section 13.3 shall not apply to information that is: (i) available to the public other than by a breach of this Agreement, (ii) rightfully received from a third party not in breach of an obligation of confidentiality, (iii) independently developed by the receiving party without access to Confidential Information as evidenced by receiving party’s written records, (iv) known to the receiving party prior to the time of disclosure as evidenced by receiving party’s pre-disclosure written records, or (v) produced in compliance with applicable law or a court order, provided the disclosing party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Upon termination of this Agreement, at the reasonable request of the disclosing party, any documentation or data reflecting any Confidential Information shall be promptly returned to the disclosing party or destroyed.
13.4 Changes to the terms
NUITEQ has the right to change these terms and conditions at any time with three (3) months’ notice. If the changes made by NUITEQ is unacceptable to Customer, then Customer can terminate this Agreement for convenience in accordance with the provisions in Section 11.
14. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with Swedish law, without reference to its conflicts of laws principles or rules and without regard to the conflicts of laws principles of any other jurisdiction.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.